Financial Statements
March 31, 2013
Rochdale High Yield Alternative Strategies Master Fund LLC
Financial Statements
March 31, 2013
TABLE OF CONTENTS | |
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Report of Independent Registered Public Accounting Firm | 1 |
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Financial Statements | |
Statement of Assets, Liabilities and Members' Capital | 2 |
Statement of Operations | 3 |
Statements of Changes in Members' Capital | 4 |
Statement of Cash Flows | 5 |
Schedule of Investments | 6 - 8 |
Notes to Financial Statements | 9 - 18 |
Financial Highlights | 19 |
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Director and Officer Information
Approval of Investment Management Agreement
Additional Information
The Members and Board of Directors of
Rochdale High Yield Alternative Strategies Master Fund LLC
We have audited the accompanying statement of assets, liabilities and members' capital of Rochdale High Yield Alternative Strategies Master Fund LLC (formerly, the Rochdale Core Alternative Strategies Master Fund LLC) (the “Fund”), including the schedule of investments, as of March 31, 2013, the related statements of operations and cash flows for the year then ended, the statements of changes in members’ capital for the years ended March 31, 2013 and 2012, and the financial highlights for the years ended March 31, 2013, 2012, 2011, 2010 and 2009. These financial statements and financial highlights are the responsibility of the Fund's Management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatements. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights and assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of cash and investments as of March 31, 2013, by correspondence with the custodian and investment managers, respectively, or by other appropriate auditing procedures where replies from investment managers were not received. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of March 31, 2013 and the results of its operations and its cash flows for the year then ended, the changes in its members’ capital for the years ended March 31, 2013 and 2012 and the financial highlights for the years ended March 31, 2013, 2012, 2011, 2010 and 2009, in conformity with accounting principles generally accepted in the United States of America.
New York, New York
May 29, 2013
PKF O’CONNOR DAVIES, a division of O’CONNOR DAVIES, LLP
29 Broadway, New York, NY 10006 I Tel: 212.867.8000 I Fax: 212.687.4346 I www.odpkf.com
O’Connor Davies, LLP is a member firm of the PKF International Limited network of legally independent firms and does not accept any responsibility or liability for the actions or inactions on the part of any other individual member firm or firms.
Rochdale High Yield Alternative Strategies Master Fund LLC |
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March 31, 2013 |
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ASSETS | | | |
Investments, at fair value (cost $22,822,281) | | $ | 24,780,978 | |
Receivable for fund investments sold | | | 343,198 | |
Interest receivable | | | 207 | |
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Total Assets | | | 25,124,383 | |
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LIABILITIES AND MEMBERS' CAPITAL | | | | |
Liabilities | | | | |
Management fees payable | | | 25,984 | |
Professional fees payable | | | 72,134 | |
Accrued expenses and other liabilities | | | 56,598 | |
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Total Liabilities | | | 154,716 | |
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Total Members' Capital | | $ | 24,969,667 | |
The accompanying notes are an integral part of these financial statements.
Rochdale High Yield Alternative Strategies Master Fund LLC |
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Year Ended March 31, 2013 |
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INVESTMENT INCOME | | | |
Interest income | | $ | 1,502 | |
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Investment Income | | | 1,502 | |
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EXPENSES | | | | |
Management fees (see Note 4) | | | 588,648 | |
Administration fees | | | 113,775 | |
Professional fees | | | 97,985 | |
Directors' fees | | | 25,152 | |
Custody fees | | | 6,625 | |
Other expenses | | | 9,920 | |
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Total Expenses | | | 842,105 | |
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Net Investment Loss | | | (840,603 | ) |
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REALIZED AND UNREALIZED GAIN (LOSS) | | | | |
ON INVESTMENTS | | | | |
Net realized gain on investments | | | 4,282,131 | |
Net change in unrealized appreciation/depreciation on investments | | | (3,989,480 | ) |
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Net Realized and Unrealized Gain on Investments | | | 292,651 | |
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Net Decrease in Members' Capital Resulting from Operations | | $ | (547,952 | ) |
The accompanying notes are an integral part of these financial statements.
Rochdale High Yield Alternative Strategies Master Fund LLC |
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| | Year Ended | | | Year Ended | |
| | March 31, 2013 | | | March 31, 2012 | |
FROM OPERATIONS | | | | | | |
Net investment loss | | $ | (840,603 | ) | | $ | (950,417 | ) |
Net realized gain (loss) on investments | | | 4,282,131 | | | | (19,751 | ) |
Net change in unrealized appreciation/depreciation on investments | | | (3,989,480 | ) | | | (1,465,676 | ) |
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Net Decrease in Members' Capital Resulting From Operations | | | (547,952 | ) | | | (2,435,844 | ) |
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INCREASE (DECREASE) FROM TRANSACTIONS IN MEMBERS' CAPITAL | | | | | |
Proceeds from sales of members' interests (see Note 2) | | | - | | | | 5,807,542 | |
Payments for purchases of members' interests (see Note 2) | | | (30,151,126 | ) | | | (6,693,038 | ) |
Net Payments for Members' Interests | | | (30,151,126 | ) | | | (885,496 | ) |
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Total Decrease in Members' Capital | | | (30,699,078 | ) | | | (3,321,340 | ) |
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MEMBERS' CAPITAL | | | | | | | | |
Beginning of year | | | 55,668,745 | | | | 58,990,085 | |
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End of year | | $ | 24,969,667 | | | $ | 55,668,745 | |
The accompanying notes are an integral part of these financial statements.
Rochdale High Yield Alternative Strategies Master Fund LLC |
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Year Ended March 31, 2013 |
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CASH FLOWS FROM OPERATING ACTIVITIES | | | |
Net decrease in members' capital resulting from operations | | $ | (547,952 | ) |
Adjustments to reconcile net decrease in members' capital | | | | |
resulting from operations to net cash from operating activities: | | | | |
Purchases of investments | | | (3,250,000 | ) |
Sales of investments | | | 47,535,394 | |
Purchases of money market fund | | | (47,921,803 | ) |
Sales of money market fund | | | 33,676,269 | |
Net change in unrealized appreciation/depreciation on investments | | | 3,989,480 | |
Net realized gain on investments | | | (4,282,131 | ) |
Change in Operating Assets and Liabilities: | | | | |
Investments made in advance | | | 1,250,000 | |
Receivable for fund investments sold | | | (155,356 | ) |
Interest receivable | | | (174 | ) |
Management fees payable | | | (88,479 | ) |
Contributions received in advance | | | (45,000 | ) |
Professional fees payable | | | 9,532 | |
Accrued expenses and other liabilities | | | (18,654 | ) |
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Net Cash from Operating Activities | | | 30,151,126 | |
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CASH FLOWS FROM FINANCING ACTIVITIES | | | | |
Proceeds from sales of members' interests | | | - | |
Payments for purchases of members' interests | | | (30,151,126 | ) |
Net Cash used in Financing Activities | | | (30,151,126 | ) |
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Net Change in Cash and Cash Equivalents | | | - | |
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CASH AND CASH EQUIVALENTS | | | | |
Beginning of year | | | - | |
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End of year | | $ | - | |
The accompanying notes are an integral part of these financial statements.
Rochdale High Yield Alternative Strategies Master Fund LLC |
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March 31, 2013 |
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| | | | | | | | | | | Redemptions | |
| | Percentage of | | | | | | | | | | | | Notice Period | |
Long-Term Investment Funds 1: | | Members' Capital | | | Cost | | | Fair Value | | | Frequency | | | # of Days | |
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Event / Multi-Strategy: | | | | | | | | | | | | | | | |
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Bennelong Asia Pacific Multi Strategy Equity Fund, LP - Class S 2 | | | 0.37 | % | | $ | 156,204 | | | $ | 92,812 | | | ** | | | ** | |
Brencourt SP Fund, LP 2 | | | 0.30 | | | | 107,621 | | | | 75,314 | | | ** | | | ** | |
Canyon Value Realization Fund, LP - Series L | | | 11.00 | | | | 2,000,000 | | | | 2,746,554 | | | Annually | | | 100 | |
GoldenTree Partners LP | | | 10.60 | | | | 1,720,657 | | | | 2,646,340 | | | Quarterly | | | 90 | |
GoldenTree Partners LP 2 | | | 2.40 | | | | 432,098 | | | | 598,704 | | | ** | | | ** | |
Keswick Onshore Trust 3 | | | 0.05 | | | | 20,966 | | | | 13,721 | | | ** | | | ** | |
King Street Capital LP 2 | | | 0.09 | | | | 11,511 | | | | 21,736 | | | ** | | | ** | |
OZ Asia Domestic Partners, LP | | | 10.67 | | | | 2,250,000 | | | | 2,664,597 | | | Annually | | | 45 | |
Polygon Recovery Fund, LP | | | 0.78 | | | | 403,587 | | | | 195,951 | | | * | | | * | |
Stark Select Asset Fund LLC 2 | | | 0.37 | | | | 92,587 | | | | 92,031 | | | ** | | | ** | |
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| | | 36.63 | | | | 7,195,231 | | | | 9,147,760 | | | | | | | |
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Global Macro Strategy: | | | | | | | | | | | | | | | | | | |
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CamCap Resources, LP 2 | | | 0.06 | | | | 17,257 | | | | 14,948 | | | ** | | | ** | |
Caxton Global Investments (USA) LLC 2 | | | 0.11 | | | | 18,970 | | | | 27,447 | | | ** | | | ** | |
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| | | 0.17 | | | | 36,227 | | | | 42,395 | | | | | | | |
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Total Long-Term Investment Funds: | | | 36.80 | % | | $ | 7,231,458 | | | $ | 9,190,155 | | | | | | | |
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Short-Term Investment: | | | | | | | | | | | | | | | | | | |
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Money Market Fund: | | | | | | | | | | | | | | | | | | |
First American Government Obligations Fund, 0.02% 4 | | | 62.44 | % | | $ | 15,590,823 | | | $ | 15,590,823 | | | | | | | |
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Total Investments | | | 99.24 | % | | $ | 22,822,281 | | | $ | 24,780,978 | | | | | | | |
1 All investments are non-income producing. |
2 Remaining value represents side pocket interests. |
3 Special purpose vehicle received from Castlerigg Partners effective November 1, 2012. This vehicle has the same positions previously held by |
Castlerigg Partners. |
4 7-Day Yield. |
The accompanying notes are an integral part of these financial statements.
Rochdale High Yield Alternative Strategies Master Fund LLC |
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Schedule of Investments, Continued |
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March 31, 2013 |
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* Redemption restrictions exist for Hedge Funds whereby the Hedge Fund Managers may suspend redemption either in their sole discretion or other factors. Such factors include the magnitude of redemptions requested, portfolio valuation issues or market conditions. Redemptions are currently suspended for the Polygon Recovery Fund, LP, a portfolio primarily comprised of an exchange listed but thinly traded security and several private equity holdings. |
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** Special Investments have been established for Bennelong Asia Pacific Multi Strategy Equity Fund, LP - Class S, Brencourt SP Fund, LP, GoldenTree Partners LP, Keswick Onshore Trust, King Street Capital LP, Stark Select Asset Fund LLC, CamCap Resources, LP and Caxton Global Investments (USA) LLC. These investments are long-term and illiquid. |
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Event / Multi-Strategy. Multi-strategy investing is an investment strategy that focuses on the securities of companies undergoing some material structural changes. These changes can come in the form of mergers, acquisitions, spin offs, Dutch tender offers, share buybacks and other reorganizations. This strategy also seeks to exploit relative value inefficiencies across the capital structure or among closely related markets, generally without assuming an unhedged exposure to any particular market or financial instrument. |
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Global Macro Strategy. Macro strategies take long, short and relative value positions in financial instruments based on a top-down fundamental and technical analysis of capital market conditions. Hedge Fund Managers begin evaluating opportunities based on economic and/or technical factors, working their way down to regional, country and industry specific analysis. The Hedge Fund Managers make judgements about the expected future price direction of asset classes and express that opinion by taking long or short positions in a variety of instruments. Investments are usually made in a wide variety of global futures, cash instruments and other financial instruments, including stocks, bonds, currencies, derivatives and commodities. |
The accompanying notes are an integral part of these financial statements.
Rochdale High Yield Alternative Strategies Master Fund LLC |
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Schedule of Investments, Continued |
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March 31, 2013 |
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Strategy Allocation Breakdown |
(as a % of total investments) |
The accompanying notes are an integral part of these financial statements.
Rochdale High Yield Alternative Strategies Master Fund LLC
Notes to Financial Statements
Rochdale High Yield Alternative Strategies Master Fund LLC (formerly, the Rochdale Core Alternative Strategies Master Fund LLC) (the "Master Fund") is a closed-end, non-diversified management Investment Company that was organized as a limited liability company under the laws of the State of Delaware on September 11, 2006 and serves as a master fund in a master feeder structure. In March 2013, the Master Fund changed its name from Rochdale Core Alternative Strategies Master Fund LLC to Rochdale High Yield Alternative Strategies Master Fund LLC to reflect its change in investment objective. Rochdale High Yield Alternative Strategies Fund LLC and Rochdale High Yield Alternative Strategies Fund TEI LLC (the “Feeder Funds”) serve as the feeder funds in the master feeder structure. Interests in the Master Fund are issued solely in private placement transactions that do not involve any "public offering" within the meaning of Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"). Investments in the Master Fund may be made only by U.S. and foreign investment companies, common or commingled trust funds, organizations or trusts described in Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended, or similar organizations or entities that are "accredited investors" within the meaning of Regulation D under the 1933 Act. The Master Fund is a registered investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).
Rochdale Investment Management, LLC (the “Manager”, "Adviser" or “Rochdale”) is the investment adviser to the Master Fund. The Manager delegates sub-investment advisory responsibilities to PineBridge Investments LLC (the “Sub-Adviser”) with respect to the Master Fund.
The Master Fund seeks to achieve its objective by investing substantially all of its assets in the securities of privately placed investment vehicles, typically referred to as hedge funds (“Hedge Funds" or "Investment Funds”), thatpursue a variety of high yield income generating strategies.
The Master Fund’s investment objective is to generate income from investments in higher yielding investments with lower credit quality and higher volatility than investment grade fixed income securities. “Lower credit quality” in this objective means investments rated below BBB, and “higher volatility” means the fluctuations in principal will be greater than the fluctuations in price associated with investment grade fixed income securities. Under normal circumstances, at least 80% of the Master Fund’s total assets will be invested either directly, or indirectly through Private Funds, in a variety of high yield income generating investments.
Rochdale High Yield Alternative Strategies Master Fund LLC
Notes to Financial Statements
2. | Significant Accounting Policies |
The following is a summary of significant accounting policies followed by the Master Fund.
Basis of Presentation and Use of Estimates
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
The Statement of Changes in Members’ Capital for the year ended March 31, 2013 do not reflect $265,000 in sales or purchases of Members’ Interests to other investors as these transactions are not transactions of the Master Fund. These transactions are reflected for the year ended March 31, 2012.
Investments Valuation
Investments are carried at fair value. The fair value of alternative investments has been estimated using the Net Asset Value (“NAV”) as reported by the management of the respective alternative investment fund. Financial Accounting Standards Board (FASB) guidance provides for the use of NAV as a “Practical Expedient” for estimating fair value of alternative investments. NAV reported by each alternative investment fund is used as a practical expedient to estimate the fair value of the Master Fund’s interest therein and their classification within Level 2 or 3 is based on the Master Fund’s ability to redeem its interest in the near term and liquidate the underlying portfolios.
Investments in Investment Funds are stated and recorded at fair value as determined in good faith by the Sub-Adviser in accordance with US GAAP. The Master Fund uses the NAV as reported by the Hedge Fund Managers, as a practical expedient, to determine the fair value of all the investments in Investment Funds which (a) do not have a readily determinable fair value and (b) either have the attributes of an investment company or prepare their financial statements consistent with the measurement principles of an investment company. Such values generally represent the Master Fund's proportionate share of the net assets of the Investment Funds as reported by the Hedge Fund Managers. Accordingly, the value of the investments in Investment Funds are generally increased by additional contributions to the Investment Funds and the Master Fund's share of net earnings from the Investment Funds, and decreased by distributions from the Investment Funds and the Master Fund's share of net losses from the Investment Funds.
The Sub-Adviser reviews the details of the reported information obtained from the Hedge Fund Managers and considers: (i) the measurement date of the NAV provided, (ii) the basis of accounting and, (iii) in instances where the basis of accounting is other than fair value, fair valuation information provided by the Hedge Fund Managers. The
Rochdale High Yield Alternative Strategies Master Fund LLC
Notes to Financial Statements
2. | Significant Accounting Policies (continued) |
Investments Valuation (continued)
Sub-Adviser may make adjustments to the NAV of various Investment Funds to obtain the best estimate of fair value, which is consistent with the measurement principles of an investment company.
The Master Fund has not maintained any positions in derivative instruments or directly engaged in hedging activities.
Fair Value Measurements
The Master Fund follows fair valuation accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value and a discussion in changes in valuation techniques and related inputs during the period. These standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy is organized into three levels based upon the assumptions (referred to as “inputs”) used in pricing the asset or liability. These standards state that “observable inputs” reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from independent sources and “unobservable inputs” reflect an entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. These inputs are summarized in the three broad levels listed below:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the Master Fund has the ability to access.
Level 2 - Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 - Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Master Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. See Note 3 – Investments.
Rochdale High Yield Alternative Strategies Master Fund LLC
Notes to Financial Statements
2. | Significant Accounting Policies (continued) |
Investment Income Recognition
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis and dividends are recorded on the ex-dividend date. Realized and unrealized gains and losses are included in the determination of income.
Fund Expenses
The expenses of the Master Fund include, but are not limited to, the following: legal fees; accounting and auditing fees; custodial fees; management fees; an incentive fee; costs of computing the Master Fund's net asset value; costs of insurance; registration expenses; due diligence, including travel and related expenses; expenses of meetings of the Board and members; all costs with respect to communications to Members; and other types of expenses as may be approved from time to time by the Board.
Income Taxes
The Master Fund’s tax year end is December 31. The Master Fund is treated as a partnership for Federal income tax purposes. Each Member is responsible for the tax liability or benefit relating to such Member’s distributive share of taxable income or loss. Accordingly, no provision for Federal income taxes is reflected in the accompanying financial statements.
The Master Fund has adopted authoritative guidance on uncertain tax positions. The Master Fund recognizes the effect of tax positions when they are more likely than not of being sustained. Management is not aware of any exposure to uncertain tax positions that could require accrual or which could affect its liquidity or future cash flows. As of March 31, 2013, the Master Fund’s tax years 2010 through 2012 remain open and subject to examination by relevant taxing authorities.
Subsequent Events
The Master Fund has adopted financial reporting rules regarding subsequent events, which requires an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet. Management has evaluated the Master Fund’s related events and transactions that occurred subsequent to March 31, 2013 and determined that there were no significant subsequent events that would require adjustment to or additional disclosure in these financial statements.
Rochdale High Yield Alternative Strategies Master Fund LLC
Notes to Financial Statements
2. | Significant Accounting Policies (continued) |
Capital Accounts
Net profits or net losses of the Master Fund for each month are allocated to the capital accounts of Members as of the last day of each month in accordance with Members' respective investment percentages of the Master Fund. Net profits or net losses are measured as the net change in the value of the net assets of the Master Fund during a fiscal period, before giving effect to any repurchases of interest in the Master Fund, and excluding the amount of any items to be allocated to the capital accounts of the Members of the Master Fund, other than in accordance with the Members' respective investment percentages.
Prior to the end of each quarter and year end, the Master Fund receives Member contributions with an effective subscription date of the first day of the following month.
The Master Fund, in turn, makes contributions to certain Hedge Funds, which have effective subscription dates of the first day of the following month. These amounts are reported as "Contributions received in advance" and "Investments made in advance", respectively.
The following are the classes of investments grouped by the fair value hierarchy for those investments measured at fair value on a recurring basis at March 31, 2013. The alternative investments below were valued using the practical expedient:
Description | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | | | Total |
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Alternative Investments | | | | | | | | | | | | | | | |
Event / Multi-Strategy | | $ | - | | | $ | - | | | $ | 9,147,760 | | | $ | 9,147,760 |
Global Macro Strategy | | | - | | | | - | | | | 42,395 | | | | 42,395 |
Total Alternative Investments | | | - | | | | - | | | | 9,190,155 | | | | 9,190,155 |
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Short-Term Investment | | | 15,590,823 | | | | - | | | | - | | | | 15,590,823 |
Total Investments | | $ | 15,590,823 | | | $ | - | | | $ | 9,190,155 | | | $ | 24,780,978 |
There were no transfers into or out of Level 1, Level 2 or Level 3 fair value measurements during the reporting period, as compared to their classification from the most recent annual report.
Rochdale High Yield Alternative Strategies Master Fund LLC
Notes to Financial Statements
3. | Investments (continued) |
The following is a reconciliation of the beginning and ending balances for Level 3 investments during the fiscal year ended March 31, 2013:
| | Alternative Investments | |
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Balance, March 31, 2011 | | $ | 22,700,379 | |
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Total Realized Gains/(Losses) | | | 1,461,431 | |
Change in Unrealized Gains/Losses | | | (411,436 | ) |
Purchases | | | 2,000,000 | |
Sales | | | (16,560,219 | ) |
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Balance, March 31, 2013 | | $ | 9,190,155 | |
Net unrealized gains relating to Level 3 alternative investments still held at March 31, 2013 amounted to $1,958,697.
In May 2011, the Financial Accounting Standards Board (“FASB”) issued “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements” in US GAAP and the International Financial Reporting Standards (“IFRS”). This requirement amends FASB Fair Value Measurements and Disclosures, to establish common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with US GAAP and IFRS. This requirement is effective for fiscal years beginning after December 15, 2011 and for interim periods within those fiscal years. The Master Fund has disclosed the applicable requirements of this accounting standard in its financial statements. The adoption of this updated accounting guidance did not have a material impact on the Master Fund’s financial statements and related disclosures.
4. | Commitments and Other Related Party Transactions |
Management and Incentive Fees
Under the supervision of the Master Fund’s Board and pursuant to an investment management agreement (“Investment Management Agreement”), Rochdale Investment Management, LLC, an investment adviser registered under the Investment Advisers Act of 1940, as amended, serves as the Manager for the Master Fund. The Manager is authorized, subject to the approval of the Master Fund’s Board, to retain one or more other organizations, including its affiliates, to provide any or all of the services required to be provided by the Manager to the Master Fund or to assist in providing these services.
The Manager has engaged the Sub-Adviser to provide sub-investment advisory services. The Sub-Adviser has investment discretion to manage the assets of the Master Fund and is responsible for identifying prospective Hedge Funds, performing due diligence and review of those Hedge Funds and their Hedge Fund Managers, selecting Hedge Funds, allocating and reallocating the Master Fund’s assets among Hedge Funds, and providing
Rochdale High Yield Alternative Strategies Master Fund LLC
Notes to Financial Statements
4. | Commitments and Other Related Party Transactions (continued) |
Management and Incentive Fees (continued)
risk management services, subject to the general supervision of the Manager.
The investment management fee is shared by the Manager and the Sub-Adviser. The Master Fund will pay the Manager an investment management fee at an annual rate equal to 1.25% of the Master Fund’s month-end net assets, including assets attributable to the Manager (or its affiliates) and before giving effect to any repurchases by the Master Fund of Member interests. The investment management fee is accrued monthly. The investment management fee will be paid to the Manager out of the Master Fund’s assets.
The Manager will pay a fee to the Sub-Adviser at a rate equal to 40% of the amount of the fee earned by the Manager pursuant to the New Sub-Investment Advisory Agreement (“New Agreement”), approved by the Members of the Feeder Funds at the March 25, 2013 special meeting. Under the prior Sub-Investment Advisory Agreement, the Manager paid 60% of the investment management fee to the Sub-Adviser and 40% was retained by the Manager.
Pursuant to the New Agreement, the Sub-Adviser is entitled to receive a performance-based incentive fee equal to 10% of each Member’s net profits (taking into account net realized and unrealized gains or losses and net investment income or loss), if any, in excess of the non-cumulative “Preferred Return,” subject to reduction of that excess for prior losses that have not been previously offset against net profits (the “Incentive Fee”). The Incentive Fee will be accrued monthly and is generally payable annually on a calendar year basis. The Preferred Return is a non-cumulative, annual return equal to the weighted average returns of a composite benchmark consisting of 50% of the Barclays Capital U.S. Corporate High Yield Index (Total Return) and 50% of the Credit Suisse Institutional Leveraged Loan Index.
Administration Fee
U.S. Bancorp Fund Services, LLC (the “Administrator”) acts as the Funds’ Administrator under an Administration Agreement. The Administrator prepares various federal and state regulatory filings, reports and returns for the Funds; prepares reports and materials to be supplied to the Members of the Feeder Funds; monitors the activities of the Funds’ custodian, transfer agent and accountants; coordinates the preparation and payment of the Funds’ expenses and reviews the Funds’ expense accruals. For its services, the Administrator receives a monthly fee from the Master Fund at an annual rate of 0.12% for the first $150 million, 0.10% for the next $150 million and 0.08% thereafter of average net assets, with a minimum annual fee of $100,000.
Rochdale High Yield Alternative Strategies Master Fund LLC
Notes to Financial Statements
4. | Commitments and Other Related Party Transactions (continued) |
Expense Reimbursement
The Manager has contractually agreed to waive and/or reimburse the Master Fund’s expenses to the extent needed to limit the Master Fund’s annual operating expenses combined with the annual operating expenses of the Feeder Funds to 2.25% of net assets for each Feeder Fund. To the extent that the Manager reimburses or absorbs fees and expenses, it may seek payment of such amounts for three years after the year in which the expenses were reimbursed or absorbed. A Feeder Fund will make no such payment, however, if its total annual operating expenses exceed the expense limits in effect at the time the expenses are to be reimbursed or at the time these payments are proposed.
The following is a schedule of when fees may be recouped by the Manager with respect to the Feeder Funds:
| Rochdale High Yield Alternative Strategies Fund LLC | | | Rochdale High Yield Alternative Strategies Fund TEI LLC | | Expiration |
| | | | | | |
| $ | 27,673 | | | $ | - | | March 31, 2014 |
| | 21,100 | | | | - | | March 31, 2015 |
| | 51,220 | | | | 28,139 | | March 31, 2016 |
| $ | 99,993 | | | $ | 28,139 | | |
No accrual has been made for such contingent liability because of the uncertainty of the reimbursement from the Feeder Funds.
5. | Investment Risks and Uncertainties |
Alternative Investments consist of non-traditional, not readily marketable investments, some of which may be structured as offshore limited partnerships, venture capital funds, hedge funds, private equity funds and common trust funds. The underlying investments of such funds, whether invested in stock or other securities, are generally not currently traded in a public market and typically are subject to restrictions on resale. Values determined by investment managers and general partners of underlying securities that are thinly traded or not traded in an active market may be based on historical cost, appraisals, a review of the investees’ financial results, financial condition and prospects, together with comparisons to similar companies for which quoted market prices are available or other estimates that require varying degrees of judgment.
Investments are carried at fair value provided by the respective alternative investment’s management. Because of the inherent uncertainty of valuations, the estimated fair values may differ significantly from the values that would have been used had a ready market for such investments existed or had such investments been liquidated, and those differences could be material.
Rochdale High Yield Alternative Strategies Master Fund LLC
Notes to Financial Statements
6. | Concentration, Liquidity and Off-Balance Sheet Risk |
The Master Fund invests primarily in Hedge Funds that are not registered under the 1940 Act and invest in actively traded securities, illiquid securities, derivitaves and other financial instruments using different strategies and investment techniques, including leverage, which may involve significant risks. These Hedge Funds may invest a high percentage of their assets in specific sectors of the market in order to achieve a potentially greater investment return. As a result, the Hedge Funds may be more susceptible to economic, political, and regulatory developments in a particular sector of the market, positive or negative, and may experience increased volatility of the Hedge Funds' net asset value.
Various risks are also associated with an investment in the Master Fund, including risks relating to the multi-manager structure of the Master Fund, risks relating to compensation arrangements and risks relating to limited liquidity, as described below.
Redemption restrictions exist for Hedge Funds whereby the Hedge Fund Managers may suspend redemption either in their sole discretion or other factors. Such factors include the magnitude of redemptions requested, portfolio valuation issues or market conditions.
Redemptions are currently restricted for certain Hedge Funds with a fair value at March 31, 2013 aggregating $1,132,664 as noted in the Schedule of Investments.
In the normal course of business, the Hedge Funds in which the Master Fund invests trade various financial instruments and enter into various investment activities with off-balance sheet risk. These include, but are not limited to, short selling activities, writing option contracts, contracts for differences, and interest rate, credit default and total return equity swap contracts. The Master Fund's risk of loss in these Hedge Funds is limited to the value of its own investments reported in these financial statements by the Master Fund. The Master Fund itself does not invest directly in securities with off-balance sheet risk.
7. | Investment Transactions |
For the fiscal year ended March 31, 2013 (excluding short-term securities), the aggregate purchases of investments were $3,250,000 and sales of investments were $47,535,394.
The Master Fund offered to purchase up to $37,000,000 of Interests in the Master Fund properly tendered at a price equal to the net asset value of Interests as of December 31, 2012. For Interests tendered, the security holder received a promissory note entitling the security holder to a cash amount equal to at least 90% of the net asset value calculated on December 31, 2012, of the Interests tendered and accepted for purchase by the Master Fund, upon the terms and subject to the conditions set forth in the Offer to Purchase dated
Rochdale High Yield Alternative Strategies Master Fund LLC
Notes to Financial Statements
8. | Issuer Tender Offer (continued) |
August 29, 2012. The offer terminated at 5:00 p.m., Eastern Time, on September 26, 2012. Pursuant to the Offer, Interests with a net asset value of $29,851,810, as determined as of the valuation date, were tendered and accepted by the Master Fund.
A special meeting of the Feeder Funds’ Members was held on March 25, 2013 to consider approving the following proposals: (i) to change the Funds’ classification from a “diversified” fund to a “non-diversified” fund (the “Reclassification”), as such terms are defined in the Investment Company Act of 1940, as amended, and (ii) to approve the New Agreement between the Manager and the Sub-Adviser.
The following table illustrates the specifics of the vote with respect to the Reclassification:
Net Asset Value | | For | | Against | | Abstain |
| | | | | | |
Rochdale High Yield Alternative Strategies Fund LLC | | 8,091,235 | | – | | 730,809 |
Rochdale High Yield Alternative Strategies Fund TEI LLC | | 14,435,757 | | – | | 1,652,258 |
The following table illustrates the specifics of the vote with respect to the New Agreement:
Net Asset Value | | For | | Against | | Abstain |
| | | | | | |
Rochdale High Yield Alternative Strategies Fund LLC | | 8,091,235 | | – | | 730,809 |
Rochdale High Yield Alternative Strategies Fund TEI LLC | | 14,435,757 | | – | | 1,652,258 |
A joint special meeting of Members of the Feeder Funds was held on March 28, 2013 to consider approving Irwin G. Barnet, Esq., Andrew S. Clare, Daniel A. Hanwacker, Jon C. Hunt, Vernon C. Kozlen, Jay C. Nadel, William R. Sweet and James R. Wolford (collectively, the “Candidates”) as members of the Board of Directors.
The following table illustrates the specifics of the vote with respect to the election of the Candidates:
Units of | | For | | Against | | Abstain |
| | | | | | |
Rochdale High Yield Alternative Strategies Fund LLC | | 1,668.05 | | – | | 161.17 |
Rochdale High Yield Alternative Strategies Fund TEI LLC | | 2,985.20 | | – | | 347.23 |
Rochdale High Yield Alternative Strategies Master Fund LLC |
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| | Year Ended | | | Year Ended | | | Year Ended | | | Year Ended | | | Year Ended | |
| | March 31, 2013 | | | March 31, 2012 | | | March 31, 2011 | | | March 31, 2010 | | | March 31, 2009 | |
TOTAL RETURN - NET | | | (0.58 | %) | | | (4.08 | %) | | | 7.32 | % | | | 9.16 | % | | | (11.14 | %) |
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RATIOS/SUPPLEMENTAL DATA | | | | | | | | | | | | | | | | | |
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Net Assets, end of period ($000's) | | $ | 24,970 | | | $ | 55,669 | | | $ | 58,990 | | | $ | 57,616 | | | $ | 50,359 | |
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Portfolio Turnover | | | 7.98 | % | | | 13.27 | % | | | 20.32 | % | | | 20.91 | % | | | 19.34 | % |
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Ratio of Net Investment | | | | | | | | | | | | | | | | | | | | |
Loss to Average Net Assets | | | (1.79 | %) | | | (1.66 | %) | | | (1.67 | %) | | | (1.83 | %) | | | (1.55 | %) |
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Ratio of Expenses to | | | | | | | | | | | | | | | | | | | | |
Average Net Assets | | | 1.79 | % | | | 1.67 | % | | | 1.68 | % | | | 1.69 | % | | | 1.67 | % |
Total return is calculated for all Members taken as a whole and an individual Member's return may vary from these Master Fund returns based on the timing of capital transactions. |
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Total returns do not include the effect of any sales load. |
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The ratios of expenses to average net assets do not include expenses of the Hedge Funds in which the Master Fund invests. |
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The expense ratios are calculated for all Members taken as a whole. The computation of such ratios based on the amount of expenses assessed to an individual Member's capital may vary from these ratios based on the timing of capital transactions. |
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The ratios above do not include the proportionate share of income or loss from their investments in other funds. |
The accompanying notes are an integral part of these financial statements